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Offer and Undertaking for the Application for Computer Connection to the Centralized Securities Exchange Market

Offer Letter

To: Taiwan Stock Exchange Corporation

To apply for □ brokerage □ dealing business, the applicant agrees to make an offer to you with respect to computer server connection to the TWSE centralized securities exchange market, subject to the following terms and conditions, in accordance with the Standards Governing the Establishment of Securities Firms and other applicable regulations to the extent of connection permitted by the regulatory authorities, and seeks your acceptance.

The applicant agrees to be responsible for applying for and obtaining the data line connecting to the TWSE centralized securities market from the telecommunication service provider and completing the computer server connection to the TWSE within six months of your acceptance.

The applicant agrees to be responsible for applying for establishment approval to the competent authority for securities within one month after your acceptance, and shall, upon receipt of the approval, complete the establishment registration and apply for a permit/license to commence business activities within the prescribed time limit set forth under the Securities and Exchange Act, the Standards Governing the Establishment of Securities Firms, and other relevant provisions.

After commencement of business activities, the applicant and/or the securities firm established and registered by the applicant will be charged a fee for accessing the computer equipment based on the applicable TWSE fee schedule.

The applicant shall not assign the rights arising from the offer letter to a third person without the approval of the TWSE.

In the event of the applicant's violation of the terms under the offer letter, which has caused damage to the TWSE, the applicant agrees to be liable for compensation unless it can prove that the violation was not attributable to itself.

In the case that the applicant is to apply for establishing a securities firm, after the establishment of the securities firm to be established by the applicant, the securities firm shall be bound by the same obligations which the applicant and/or the securities firm to be established by the applicant shall be jointly and severally liable for under the offer letter. The applicant shall also be responsible for working with the securities firm it establishes to affix the corporate chop and have the responsible person sign and/or affix his/her chop on the offer letter and the computer connection agreement for strict compliance.

The interpretation and legal effect of the offer letter shall be governed by the law of Taiwan, the Republic of China.

In the event of a dispute arising from the offer letter, the applicant agrees that the Taiwan Taipei District Court shall be the court of first instance.

The computer connection agreement shall only take effect when the TWSE has accepted the offer and signed a written form of the agreement.

To be completed by the Taiwan Stock Exchange Corporation
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Letter of Undertaking

In reply to:

We acknowledge receipt of the Offer for the Application for Computer Connection to the Centralized Securities Exchange Market you, i.e. the applicant, have submitted to apply for securities business.

We agree to accept the offer subject to the terms and conditions contained in your (the applicant's) offer letter , and your compliance and performance is expected. In the event of your (the applicant's) violation of the terms and conditions contained in the offer letter, in addition to taking action in accordance with said letter, we may also withdraw the acceptance.

This letter of undertaking shall become null and void upon expiry of the one-year period after the approval of your (the applicant's) establishment by the competent authority for securities.

We acknowledge receipt of the Offer for the Application for Computer Connection to the Centralized Securities Exchange Market you, i.e. the applicant, have submitted to apply for securities business.

We agree to accept the offer subject to the terms and conditions contained in your (the applicant's) offer letter, and your compliance and performance is expected. In the event of your (the applicant's) violation of the terms and conditions contained in the offer letter, in addition to taking action in accordance with said letter, we may also withdraw the acceptance.

This letter of undertaking shall become null and void upon expiry of the one-year period after the approval of your (the applicant's) establishment by the competent authority for securities.